Securities code: Shanghai Haoyuan Chemexpress Co.Ltd(688131) securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Announcement No.: 2022025 Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Announcement on the resolution of the fourth meeting of the third board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company") held the fourth meeting of the third board of supervisors on site in the company's conference room on March 3, 2022. The notice of this meeting will be sent by hand and e-mail on March 1, 2022. The meeting was convened and presided over by Mr. Zhang Yuchen, chairman of the board of supervisors. Three supervisors should attend the meeting and three actually attended the meeting. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China and Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After full discussion by the supervisors attending the meeting, the following proposals were considered and adopted by open ballot:
(I) deliberated and passed the proposal on the compliance of the company's issuance of shares and payment of cash to purchase assets and the raising of supporting funds and related party transactions with the provisions of relevant laws and regulations
The issuance of shares, the payment of cash to purchase assets, the raising of supporting funds and related party transactions of the company comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, and the measures for the administration of the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) Provisions of laws, regulations and normative documents such as the special provisions on major asset restructuring of listed companies on the science and innovation board.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the company's plan of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and approved item by item
2.1 overview of the transaction scheme
This transaction includes two parts: issuing shares and paying cash to purchase assets and issuing shares to raise supporting funds, that is, purchasing Wang Yuan and Shanghai Yuanmeng enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Shanghai Yuanmeng") by issuing shares and paying cash Qidong Yuanli enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Qidong Yuanli") and Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd. (hereinafter referred to as "Ningbo Jiusheng") hold 100% equity of YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd. (hereinafter referred to as "YaoYuan drugs" or "target company"), And raising matching funds of no more than 50 million yuan from the controlling shareholder of the company, Shanghai Anshu Information Technology Co., Ltd. (hereinafter referred to as "Anshu information"). The effectiveness and implementation of the raised matching funds are based on the effectiveness and implementation of the issuance of shares and the payment of cash to purchase assets; The issuance of shares and the payment of cash for the purchase of assets are not based on the successful implementation of the raising of supporting funds. The success of the final raising of supporting funds does not affect the implementation of the issuance of shares and the payment of cash for the purchase of assets.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2 specific plans for issuing shares and paying cash to purchase assets and supporting raised funds
(I) specific scheme for issuing shares and paying cash to purchase assets
2.2.1 type, par value and listing place of issued shares
The type of shares issued in the issuance of shares and the purchase of assets by paying cash is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The listing place is the science and Innovation Board of Shanghai Stock Exchange.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.2 issuing object and subscription method
The objects of issuing shares and paying cash to purchase assets are Wang Yuan, Shanghai Yuanmeng, Qidong Yuanli and Ningbo Jiusheng. The issuing objects will subscribe for the issued shares with the equity of the target company they hold.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.3 pricing base date and issue price
According to the special provisions on major asset restructuring of listed companies on the science and innovation board, the price of shares issued by listed companies shall not be lower than 80% of the market reference price. The market reference price is one of the average stock trading prices of the listed company 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares this time.
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the fourth meeting of the third board of directors of the company. After negotiation and confirmation by both parties of the transaction, the issuance price of the issued shares to purchase assets shall not be lower than 80% of the average trading price of 189.16 yuan / share of the listed company's shares 20 trading days before the pricing base date (the calculation method of the average trading price is: Average trading price = total trading volume of the listed company's shares 20 trading days before the pricing base date ÷ total trading volume of the listed company's shares 20 trading days before the pricing base date), Determined to be 151.33 yuan / share.
During the period from the pricing benchmark date to the completion date of this issuance of shares, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shanghai Stock exchange.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.4 issue quantity
The number of shares issued this time is calculated according to the following formula: the number of shares issued to any counterparty = the amount of consideration that the listed company should pay to it by issuing shares / the issuing price of shares.
The number of issued shares calculated according to the above calculation formula shall be an integer, accurate to one digit. If there is a decimal in the calculation result, the decimal shall be rounded off to take the integer. The number of shares to be issued for the purchase of the underlying assets is the sum of the number of shares issued to each counterparty.
During the period from the pricing benchmark date to the completion date of this issuance, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., which lead to the adjustment of share issuance price, the issuance quantity will also be adjusted accordingly according to the adjustment of issuance price. The final issuance quantity shall be subject to the issuance quantity approved by Shanghai Stock Exchange and registered and approved by CSRC.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.5 profit and loss and accumulated profit arrangement in transition period
The accumulated undistributed profits of the target company shall be enjoyed by the shareholders after the reorganization according to the shareholding ratio, and the accumulated undistributed profits of the listed company shall be jointly enjoyed by the new and old shareholders before and after the issuance of shares according to the shareholding ratio.
The income generated by the target company during the transition period (i.e. from the benchmark date of evaluation to the delivery date) shall be shared by the shareholders after the reorganization according to the shareholding ratio, and the losses arising from the operation shall be made up by the counterparty to the listed company in cash according to the original shareholding ratio of the target company. The subject company will not be compensated for the share payment expenses formed by the internal equity transfer of Shanghai Yuanmeng.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.6 share restriction arrangement for issuing shares to purchase assets
The shares of listed companies acquired by Wang Yuan, Shanghai Yuanmeng and Qidong Yuanli due to this transaction shall be completed 12 months from the date of completion of share issuance, After the expiration of the performance commitment period, the target company can release the lock only after the audit institution entrusted by the listed company issues a special report on impairment test (for the avoidance of doubt, the special report shall be issued no later than 4 months after the expiration of the performance commitment period) and performs the relevant compensation obligations. During the lock-in period, there shall be no right restrictions such as pledge and transfer of stock usufruct.
The shares of the listed company obtained by Ningbo Jiusheng due to this transaction shall not be transferred within 12 months from the date of completion of share issuance.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.7 paying cash to purchase assets
In this transaction, the listed company plans to purchase 100% equity of the target company at the tentative transaction price of 420 million yuan. Through multi-party negotiation, the proportion of cash payment to Wang Yuan and Ningbo Jiusheng in this transaction is 35%, and the estimated amount of cash payment is 1201569452400 yuan; The proportion of cash payment to Shanghai Yuanmeng and Qidong Yuanli is 40%, and the estimated cash payment amount is 306781343 million yuan. The total cash payment amount of this transaction is 15083507954 million yuan.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
(II) specific scheme for raising supporting funds by issuing shares
2.2.8 type, par value and listing place of issued shares
The type of shares issued by the raised matching funds is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The listing place is the science and Innovation Board of Shanghai Stock Exchange.
2.2.9 issuing object and subscription method
The issuing object of the shares issued with the raised matching funds is Anshu information, the controlling shareholder of the listed company. Anshu information subscribes for the shares issued by the company in cash. The issuance of shares by raising matching funds shall be in the form of fixed price issuance.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.10 pricing base date and issue price
The pricing benchmark date of the raised matching funds is the announcement date of the resolution of the fourth meeting of the third board of directors of the company. After negotiation and confirmation between the company and the subscriber, the issuance price of the raised matching funds shall not be lower than 80% of the average trading price of 189.16 yuan / share of the listed company's shares 20 trading days before the pricing base date (the calculation method of the average trading price is: average trading price = total trading volume of the listed company's shares 20 trading days before the pricing base date ÷ total trading volume of the listed company's shares 20 trading days before the pricing base date), Determined to be 151.33 yuan / share.
In case of ex rights and ex dividend of the company's shares from the pricing base date to the issuance date, such as bonus shares, conversion to share capital, additional shares, allotment of shares and cash dividends, the share issuance price of the supporting funds raised by the issuance of shares will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange and the provisions of the share subscription agreement.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.11 regular arrangement of share lock
The listed company plans to issue shares to the controlling shareholder Anxi information to raise supporting funds. The shares subscribed by the above-mentioned specific investors shall not be transferred in any way within 18 months from the date of issuance. After the completion of the supporting funds raised by the issuance of shares, the shares of the listed company such as bonus shares and converted into share capital enjoyed by the subscribers of the supporting funds raised based on this transaction shall also abide by the above-mentioned restriction period. If the provisions on the lock-in period of the subscribed shares in the raised matching funds are inconsistent with the latest regulatory opinions of the securities regulatory authority, the company and the subscriber will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.12 amount of raised matching funds and issued quantity
The total amount of supporting funds raised in this transaction shall not exceed 50 million yuan. The final number of shares to be issued will be determined in accordance with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) after being approved by the Shanghai Stock Exchange and registered by the CSRC.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.2.13 purpose of raised matching funds
The supporting funds raised this time are intended to be used to pay the expenses related to restructuring, investment in new projects and supplement working capital, of which the proportion used to supplement the working capital of listed companies and target companies shall not exceed 50% of the total supporting funds raised. The specific purpose and corresponding amount of the raised funds will be disclosed in the restructuring report (Draft). The effectiveness and implementation of the raised matching funds are based on the effectiveness and implementation of the issuance of shares and the payment of cash to purchase assets; The issuance of shares and the payment of cash for the purchase of assets are not based on the successful implementation of the raising of supporting funds. The success of the final raising of supporting funds does not affect the implementation of the issuance of shares and the payment of cash for the purchase of assets. If the amount of supporting funds raised is insufficient to meet the investment needs of relevant projects, the company will make up the difference through its own funds or self raised funds.
Before the raised supporting funds are in place, the relevant entities involved in the investment projects with raised funds can invest in the projects with their own funds or self raised funds according to the market conditions and their own actual conditions, and replace them after the raised funds are in place.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.3 performance commitment and compensation arrangement
2.3.1 performance commitment
According to the agreement of all parties, Wang Yuan, Shanghai Yuanmeng and Qidong Yuanli are the performance commitment parties of this transaction. The performance commitment parties intend to promise that the net profit of the target company in 2022, 2023 and 2024 will not be less than 20 million yuan, 26 million yuan and 38 million yuan respectively, and the cumulative profit in three years will not be less than 84 million yuan. The above net profit is calculated based on the lower net profit before and after deducting non recurring profits and losses from the consolidated statements of the subject company audited by the company and an accounting firm with securities practice qualification recognized by Wang Yuan, and excluding the expenses arising from the implementation of equity incentive for the employees of the subject company.
Voting result: 3 affirmative, accounting for 100% of all supervisors; 0 abstained and 0 objected.
2.3.2 performance compensation
If the drug source is not available after the expiration of the performance commitment period
